The following materials (the Presentation) were prepared for the exclusive use of the Special Committee of the Board of Directors of NTL Europe, Inc. (the Company) which has
requested that Morgan Joseph & Co. Inc. (Morgan Joseph) provide its opinion as to the fairness, from a financial point of view, to holders of the Companys common stock of the consideration to be received for any fractional shares in
a reverse stock split (the Proposed Transaction). No person other than the Board of Directors of the Company or its Special Committee are entitled to rely on the information and conclusions provided in this presentation.



In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such
information, nor do we assume any responsibility to do so. We have assumed that the Companys financial projections and estimates provided to or reviewed by us, have been reasonably prepared based on the best current estimates and judgment of the
management of the Company as to the future financial condition and results of operations of the Company. We have not assessed the merits of the Proposed Transaction, nor have we solicited alternatives to the Proposed Transaction. We have also taken
into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in securities valuation in general. We have not made an independent investigation of any legal,
accounting or tax matters affecting the Company, and have assumed the correctness of all legal, accounting and tax advice given the Company and its Board of Directors or any committee thereof. Our opinion is necessarily based upon standards of
assessment, economic, market, financial and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date
hereof.



These materials do not address the Companys underlying business decision to approve the Proposed Transaction. These materials may not be reproduced, summarized, excerpted from or otherwise publicly
referred to or disclosed in any manner without our prior written consent unless otherwise required pursuant to SEC obligations.



The following materials are based upon Morgan Josephs analysis of the Proposed Transaction as described in a draft of the Proxy Statement dated September 29, 2003. In the event of material
changes to this document which are not reflected in these materials, the enclosed analysis and our conclusions may be affected.

\

Morgan Joseph & Co. Inc. \NTL
Europe

2

\

Table of Contents

I.

Introduction

II.

Summary of Proposed Transaction

III.

Overview of NTL Europe

A.

History of NTL Europe

B.

Summary Financials

C.

Projected Cash Flows

D.

Capital Structure

E.

Historical Stock Prices & Trading Volume

IV.

Valuation Analysis

Appendices

A.

Form of Fairness Opinion Letter

B.

Description of Subsidiaries

C.

Going Private Cost Savings

Nashville

New York

Rochester

150 4th Avenue North, Suite 1050

600 Fifth Avenue, 19th Floor

1173 Pittsford Victor Rd

Nashville, TN 37219

New York, NY 10020

Pittsford, NY 14534

Tel. (615) 238-2300

Tel. (212) 218-3700

Tel. (585) 899-6022

www.morganjoseph.com

\

Morgan Joseph & Co. Inc. \NTL
Europe

3

\

I.

/

Introduction

\

Morgan Joseph & Co. Inc. \NTL
Europe

4

\

Introduction

NTL Europe, Inc. (NTL Europe or the Company) was formed on January 10, 2003 pursuant to a plan of reorganization of NTL Incorporated (Old NTL) into NTL Europe and NTL
Communications Corp. (New NTL).



The Company consists of certain of Old NTLs businesses and investments.



The Companys common stock trades on the Pink Sheets under the symbol NTEU.PK.

We understand that the Board of Directors of NTL Europe is considering a reverse stock split of the Companys outstanding common stock (Reverse Stock Split).



The ratio for the Reverse Stock Split is 1-for-50,000.



Fractional shares will be purchased from holders at a rate of $0.01 of cash for each share of existing common stock on a pre-split basis.



The Reverse Stock Split is expected to reduce the number of shareholders of record to less than 300, thereby allowing the Company to terminate its registration under the Securities Exchange Act of
1934. As such, the Reverse Stock Split will be deemed to be a going-private transaction.



The principal reason for going private is to relieve the Company of the expense of remaining a public-reporting company.

Morgan Joseph & Co. Inc. (Morgan Joseph) has been retained by the Special Committee of the Board of Directors (the Special Committee) to provide its opinion as to the fairness,
from a financial point of view, of the consideration to be received by the Companys shareholders for any fractional shares pursuant to the Reverse Stock Split.

\

Morgan Joseph & Co. Inc. \NTL
Europe

5

\

Introduction

As disclosed in an engagement letter between the Special Committee and Morgan Joseph dated July 1, 2003, Sean Mathis, a director of the Company, is also affiliated with Morgan Joseph. However, under the
terms of Morgan Josephs engagement, Mr. Mathis has not participated in the discussions between the Special Committee and Morgan Joseph regarding the Special Committees engagement of Morgan Joseph or in Morgan Josephs engagement pursuant
to such agreement.

\

Morgan Joseph & Co. Inc. \NTL
Europe

6

\

II.

/

Summary of Proposed Transaction

\

Morgan Joseph & Co. Inc. \NTL
Europe

7

\

Proposed Transaction

The terms of the Reverse Stock Split that we understand the Board of Directors will consider are summarized below:

Stock Split Ratio

1-for-50,000.

Payment for Fractional Shares

$0.01 in cash per share of existing common stock on a pre-split basis (without deduction of brokerage or other fees).

Vote Required

The Reverse Stock Split is subject to approval by a majority of the holders of the Companys common stock as well as a certain waiver by a majority of the
holders of the 10% Fixed Redeemable Preferred Stock (the Preferred Stock).

Miscellaneous

The number of record holders of the Companys common stock is expected to be reduced to less than 300 as a result of the Reverse Stock Split. As such, the Reverse Stock Split will relieve the Company of its principal public reporting requirements and will be considered to be a going-private transaction.

\

Morgan Joseph & Co. Inc. \NTL
Europe

8

\

III

/

Overview of NTL Europe, Inc.

\

Morgan Joseph & Co. Inc. \NTL
Europe

9

\

A. History of NTL Europe

Timeline

Event

Dec 98

Old NTL, with a diverse base of cable and internet assets,
is incorporated under the laws of the State of Delaware.

May 02

Old NTL and certain
of its subsidiaries file a voluntary petition for a prearranged joint
plan of reorganization under Chapter 11 to convert $10.6 billion of debt
into the equity of two separate companies.

Jan 03

The reorganization plan
becomes effective. Pursuant to the reorganization
plan, Old NTL is reorganized into two separate companies:

New NTL, encompassing
Old NTLs businesses & operations in the UK & Ireland.

Jan 03

NTL
Europe engages Quest Turnaround Advisors, LLC (Quest) to restructure
and review all of the Companys holdings to determine the most appropriate
course of action.

June 03

The
Board of NTL Europe forms a Special Committee to evaluate a possible
going-private transaction. The Special Committee hires Morgan
Joseph and also retains legal counsel.

Sept 03

The
Special Committee engages Morgan Joseph to provide it with a fairness
opinion related to the proposed Reverse Stock Split.

\

Morgan Joseph & Co. Inc. \NTL
Europe

10

\

B. Summary FinancialsOverview

The Company adopted fresh-start reporting
upon its emergence from Chapter 11 reorganization in accordance with
SOP 90-7.

Pursuant to fresh-start reporting, a new
entity was deemed created for financial reporting purposes and the carrying
value of assets & liabilities was adjusted.



The carrying value of the assets was adjusted to their reorganization value, or the estimated fair value of the assets;



The carrying value of the liabilities was adjusted to their present value.

To reflect the likelihood that the Company
will not retain a significant interest in Cablecom and that Cablecom
will no longer be reported as part of the Companys consolidated
results of operations, the balance sheet and income statements, from
the 10-Q for the quarter ended 6/30/03, are also presented pro forma
for Cablecom as a discontinued operation.

On September 11,
2003, the Companys Board of Directors approved a semi-annual dividend of
$2.50 per share on the Preferred Stock.



Hence, based on 6,864,000 shares of preferred stock outstanding, the aggregate dividend will be approximately $17.2MM.



The pro forma for dividend column reflects the balance sheet giving effect to a payable of $17.2 million and the corresponding adjustment to the book value of the preferred stock.

\

Morgan Joseph & Co. Inc. \NTL
Europe

11

\

Summary FinancialsBalance Sheet

June 30, 2003 (a)

Pro Forma for Cablecom as
Discontinued Operations (a)

Pro Forma for Dividends Payable

(dollars in millions)

(Consolidated)

Assets

Current assets:

Cash and cash equivalents

$

148.1

$

67.2

$

67.2

Accounts receivable-trade, net

73.6

18.1

18.1

Other

74.5

13.3

13.3

Discontinued operations

-

1,920.3

1,920.3

Total current assets

296.2

2,018.9

2,018.9

Fixed assets, net

1,157.3

3.2

3.2

Goodwill

-

-

-

Reorganization value in excess of amounts
allocable to identifiable assets

The following is NTL Europe managements estimate of the Companys expected cash flows during the period of June 30, 2003 to December 31, 2006

At no point during this period do the cash balances of NTL Europe represent more than 20% of the liquidation preference of its preferred stock as of June 30, 2003.

($ millions)

6 MONTHS ENDED
12/31/03

12 MONTHS ENDED
DECEMBER 31,

DESCRIPTION

2004

2005

2006

TOTAL

Beginning Cash

$57.3

(a)

$

67.4

$

64.1

$

63.3

$

57.3

NTL EUROPE FLOWS

LONDON OFFICE TOTAL

(0.5

)

(0.7

)

(0.2

)

(0.0

)

(1.3

)

NEW YORK OFFICE TOTAL

(7.7

)

(2.3

)

(0.6

)

(0.2

)

(10.9

)

PAYMENT TO FORMER OFFICERS

(2.1

)

(0.3

)





(2.4

)

LANBASE











NTL INSURANCE

0.1







0.1

TOTAL INC

(10.2

)

(3.3

)

(0.8

)

(0.3

)

(14.6

)

PARC HOLDINGS FLOWS

CABLECOM

15.0

15.0

PTV

(1.2

)







(1.2

)

NTL ASIA











AUSTRALIA PROCEEDS

6.5







6.5

TOTAL DELAWARE

20.3







20.3

TOTAL OF DISBURSEMENTS

10.1

(3.3

)

(0.8

)

(0.3

)

5.7

ENDING CASH

$

67.4

$

64.1

$

63.3

$

63.0

$

63.0

Note:

(a) Does not include
approximately $10MM of cash held at various operating subsidiaries.

\

Morgan Joseph & Co. Inc. \NTL
Europe

14

\

D. Capital Structure

Common Stock

Shares Outstanding

19,657,769 shares (as of 6-30-03)

Par Value

$0.01 per share

Dividends

None paid since the formation of the Company in Jan. 2003

Number of Record Holders

In excess of 300

Major Holders

Affiliates of Angelo
Gordon and Appaloosa Management each
own in excess of 10% of the Companys outstanding common
shares.

Pro-Forma Book Value

$(23.0) MM (equivalent to
$(1.17) per share) as of June30, 2003, on a pro-forma basis
to account for Cablecom as a discontinued operation

10% Fixed Redeemable Preferred Stock

Shares Outstanding

6,864,000 shares (as of June 30, 2003)

Dividends

Semi-annual dividend of
$2.50 per share declared on Sept. 11

Liquidation Preference

$50 per share, equivalent to approximately
$360 MM as of June 30, 2003, including approximately
$17 MM of unpaid dividends as of such date

\

Morgan Joseph & Co. Inc. \NTL
Europe

15

\

E. Historical Stock Prices & Trading Volume

Common Stock

The closing stock prices and daily trading volume for the Companys common stock for the period from January 13, 2003 (the first day of trading) until September 26, 2003, are shown on the following
page:

The stock price history for the common stock is summarized below:

Closing Price - Sept. 26, 2003

$0.02 per share

Average Closing Price for
60 Trading
Days Ended Sept. 26, 2003

$0.03 per share

All Time High (1-13-03)

$0.65 per
share

All Time Low (7-30-03)

$0.01 per share

The trading volume history for the
common stock is summarized below:

Average Daily Trading Volume for the
60 Trading Days Ended Sept. 26, 2003

-

Number of Shares

33,000 shares / day

-

As a % of Total Shares Outstanding

0.17%

Summary of Number of Shares Traded per Day

# of Shares

# of Trading DaysSince Jan. 13, 2003

# of Trading DaysLast 60 Trading Days

0

41

24

1 -10,000

58

14

10,001 -25,000

26

7

25,001 -50,000

19

4

50,001 -100,000

16

6

More than 100,000

20

5

\

Morgan Joseph & Co. Inc. \NTL
Europe

16

\

Historical Stock Prices & Trading VolumeCommon Stock

NTL Europe Closing Stock
Prices & Volume

NTEU Equity

Date

Px Last

Px Volume

Date

Px Last

Px Volume

Date

Px Last

Px Volume

Date

Px Last

Px Volume

01/13/03

0.650

5,000

03/19/03

0.045

1,400

05/22/03

0.055

300

07/28/03

0.010

2,900

01/14/03

0.650

200

03/20/03

-

-

05/23/03

0.050

164,700

07/29/03

-

-

01/15/03

0.550

513,600

03/21/03

0.045

23,800

05/27/03

0.050

51,100

07/30/03

0.010

200

01/16/03

0.550

175,500

03/24/03

0.045

6,700

05/28/03

0.045

69,100

07/31/03

0.050

3,600

01/17/03

0.450

134,800

03/25/03

0.050

16,000

05/29/03

-

-

08/01/03

-

-

01/21/03

0.340

184,900

03/26/03

0.050

38,700

05/30/03

0.010

1,000

08/04/03

-

-

01/22/03

0.260

78,600

03/27/03

0.055

10,500

06/02/03

-

-

08/05/03

0.040

80,000

01/23/03

0.200

158,800

03/28/03

0.040

164,000

06/03/03

0.020

25,300

08/06/03

0.030

10,000

01/24/03

0.200

178,200

03/31/03

0.055

7,500

06/04/03

0.050

35,400

08/07/03

0.030

21,800

01/27/03

0.140

154,200

04/01/03

-

-

06/05/03

0.050

8,500

08/08/03

0.030

90,000

01/28/03

0.170

22,200

04/02/03

0.060

9,300

06/06/03

0.030

25,000

08/11/03

-

-

01/29/03

0.200

60,100

04/03/03

0.045

2,500

06/09/03

0.045

41,800

08/12/03

-

-

01/30/03

0.180

91,000

04/04/03

0.060

3,500

06/10/03

0.050

3,000

08/13/03

0.020

500

01/31/03

0.165

91,600

04/07/03

0.050

22,500

06/11/03

-

-

08/14/03

-

-

02/03/03

0.170

18,200

04/08/03

-

-

06/12/03

0.055

10,000

08/15/03

-

-

02/04/03

0.155

25,900

04/09/03

0.045

300

06/13/03

-

-

08/18/03

0.020

2,700

02/05/03

0.115

100,700

04/10/03

0.045

300

06/16/03

0.020

600

08/19/03

-

-

02/06/03

0.066

3,124,800

04/11/03

-

-

06/17/03

0.055

400

08/20/03

0.040

32,300

02/07/03

0.080

51,800

04/14/03

0.045

3,000

06/18/03

0.020

36,700

08/21/03

-

-

02/10/03

0.070

17,600

04/15/03

0.045

5,000

06/19/03

-

-

08/22/03

0.040

15,800

02/11/03

0.070

44,500

04/16/03

0.045

100

06/20/03

0.050

5,000

08/25/03

-

-

02/12/03

0.070

16,900

04/17/03

-

-

06/23/03

0.050

16,000

08/26/03

0.040

500

02/13/03

0.070

2,000

04/21/03

0.045

100

06/24/03

0.010

100

08/27/03

-

-

02/14/03

0.070

5,300

04/22/03

0.045

7,900

06/25/03

0.010

30,500

08/28/03

-

-

02/18/03

0.070

2,700

04/23/03

0.055

5,200

06/26/03

-

-

08/29/03

0.040

100,000

02/19/03

-

-

04/24/03

0.055

2,800

06/27/03

0.010

6,000

09/02/03

0.040

600

02/20/03

0.075

107,500

04/25/03

0.060

12,500

06/30/03

0.010

1,800

09/03/03

-

-

02/21/03

0.080

25,600

04/28/03

0.055

39,000

07/01/03

-

-

09/04/03

-

-

02/24/03

0.075

20,900

04/29/03

0.060

10,900

07/02/03

0.010

8,700

09/05/03

-

-

02/25/03

0.075

9,300

04/30/03

0.060

344,400

07/03/03

-

-

09/08/03

0.030

11,200

02/26/03

-

-

05/01/03

0.055

50,900

07/07/03

-

-

09/09/03

0.020

400

02/27/03

-

-

05/02/03

0.060

300

07/08/03

-

-

09/10/03

-

-

02/28/03

0.075

15,200

05/05/03

0.060

15,600

07/09/03

0.010

140,400

09/11/03

-

-

03/03/03

0.073

200

05/06/03

0.060

13,500

07/10/03

0.010

5,900

09/12/03

-

-

03/04/03

0.073

2,200

05/07/03

0.060

3,500

07/11/03

0.010

10,000

09/15/03

0.040

50,200

03/05/03

0.073

900

05/08/03

-

-

07/14/03

-

-

09/16/03

0.020

157,600

03/06/03

0.075

27,900

05/09/03

0.050

800

07/15/03

0.050

20,000

09/17/03

0.030

500,500

03/07/03

0.073

10,100

05/12/03

0.050

9,200

07/16/03

0.010

25,200

09/18/03

0.030

84,800

03/10/03

0.070

463,900

05/13/03

0.060

37,000

07/17/03

0.050

34,000

09/19/03

0.035

57,900

03/11/03

0.072

25,400

05/14/03

0.060

5,200

07/18/03

0.040

187,000

09/22/03

0.040

216,200

03/12/03

0.065

86,200

05/15/03

0.060

600

07/21/03

0.050

12,500

09/23/03

0.040

22,300

03/13/03

0.045

303,300

05/16/03

0.050

400

07/22/03

0.050

24,000

09/24/03

0.040

10,000

03/14/03

0.056

15,000

05/19/03

0.060

43,500

07/23/03

-

-

09/25/03

0.020

10,000

03/17/03

0.050

51,500

05/20/03

0.060

32,700

07/24/03

-

-

09/26/03

0.020

800

03/18/03

0.050

18,400

05/21/03

0.060

7,500

07/25/03

0.050

29,500

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Morgan Joseph & Co. Inc. \NTL
Europe

17

\

Historical Stock Prices & Trading VolumePreferred Stock

NTEU Pfd

Date

Px Last

Px Volume

Date

Px Last

Px Volume

Date

Px Last

Px Volume

Date

Px Last

Px Volume

01/13/03

-

-

03/19/03

-

-

05/22/03

-

-

07/28/03

3.10

500

01/14/03

-

-

03/20/03

-

-

05/23/03

-

-

07/29/03

-

-

01/15/03

-

-

03/21/03

-

-

05/27/03

-

-

07/30/03

-

-

01/16/03

-

-

03/24/03

3.55

3,700

05/28/03

-

-

07/31/03

3.50

1,000

01/17/03

-

-

03/25/03

-

-

05/29/03

-

-

08/01/03

-

-

01/21/03

3.50

50,000

03/26/03

3.50

47,800

05/30/03

-

-

08/04/03

-

-

01/22/03

2.00

6,100

03/27/03

3.50

4,500

06/02/03

-

-

08/05/03

-

-

01/23/03

3.50

5,000

03/28/03

3.25

600

06/03/03

-

-

08/06/03

3.10

111,200

01/24/03

-

-

03/31/03

-

-

06/04/03

-

-

08/07/03

-

-

01/27/03

2.25

38,600

04/01/03

-

-

06/05/03

-

-

08/08/03

-

-

01/28/03

2.97

113,700

04/02/03

-

-

06/06/03

-

-

08/11/03

-

-

01/29/03

-

-

04/03/03

-

-

06/09/03

3.00

500

08/12/03

-

-

01/30/03

2.82

305,400

04/04/03

-

-

06/10/03

3.10

200

08/13/03

3.10

100

01/31/03

3.20

818,100

04/07/03

-

-

06/11/03

-

-

08/14/03

-

-

02/03/03

-

-

04/08/03

-

-

06/12/03

-

-

08/15/03

-

-

02/04/03

3.25

4,600

04/09/03

-

-

06/13/03

3.10

8,100

08/18/03

3.10

1,100

02/05/03

3.50

45,200

04/10/03

-

-

06/16/03

3.10

200

08/19/03

-

-

02/06/03

-

-

04/11/03

-

-

06/17/03

-

-

08/20/03

-

-

02/07/03

-

-

04/14/03

-

-

06/18/03

5.00

100,000

08/21/03

-

-

02/10/03

3.35

1,000

04/15/03

-

-

06/19/03

-

-

08/22/03

-

-

02/11/03

-

-

04/16/03

-

-

06/20/03

-

-

08/25/03

-

-

02/12/03

3.35

3,200

04/17/03

3.35

1,400

06/23/03

3.10

100

08/26/03

-

-

02/13/03

-

-

04/21/03

3.35

1,600

06/24/03

-

-

08/27/03

-

-

02/14/03

-

-

04/22/03

-

-

06/25/03

-

-

08/28/03

-

-

02/18/03

3.50

300

04/23/03

3.35

1,200

06/26/03

2.00

100

08/29/03

3.15

9,800

02/19/03

-

-

04/24/03

3.30

700

06/27/03

-

-

09/02/03

3.55

2,500

02/20/03

-

-

04/25/03

3.25

1,100

06/30/03

-

-

09/03/03

4.00

1,000

02/21/03

-

-

04/28/03

3.25

2,000

07/01/03

-

-

09/04/03

-

-

02/24/03

3.50

800

04/29/03

-

-

07/02/03

-

-

09/05/03

-

-

02/25/03

-

-

04/30/03

3.10

200

07/03/03

-

-

09/08/03

-

-

02/26/03

4.00

20,000

05/01/03

3.10

800

07/07/03

-

-

09/09/03

3.50

200

02/27/03

3.55

500

05/02/03

-

-

07/08/03

-

-

09/10/03

-

-

02/28/03

-

-

05/05/03

-

-

07/09/03

-

-

09/11/03

-

-

03/03/03

3.50

900

05/06/03

-

-

07/10/03

-

-

09/12/03

4.38

25,000

03/04/03

3.50

900

05/07/03

-

-

07/11/03

-

-

09/15/03

6.10

15,200

03/05/03

3.50

400

05/08/03

-

-

07/14/03

-

-

09/16/03

5.35

1,000

03/06/03

-

-

05/09/03

-

-

07/15/03

-

-

09/17/03

5.30

300

03/07/03

-

-

05/12/03

-

-

07/16/03

-

-

09/18/03

5.30

1,800

03/10/03

3.62

353,100

05/13/03

-

-

07/17/03

3.00

100

09/19/03

6.10

207,400

03/11/03

-

-

05/14/03

-

-

07/18/03

-

-

09/22/03

-

-

03/12/03

3.62

13,000

05/15/03

3.10

1,000

07/21/03

-

-

09/23/03

-

1,400

03/13/03

-

-

05/16/03

-

-

07/22/03

-

-

09/24/03

5.75

100

03/14/03

-

-

05/19/03

-

-

07/23/03

-

-

09/25/03

6.00

9,300

03/17/03

-

-

05/20/03

-

-

07/24/03

3.10

1,900

09/26/03

3.00

160,300

03/18/03

-

-

05/21/03

-

-

07/25/03

-

-

-

-

\

Morgan Joseph & Co. Inc. \NTL
Europe

18

\

IV

/

Valuation Analysis

\

Morgan Joseph & Co. Inc. \NTL
Europe

19

\

Valuation AnalysisOverview

NTL Europes most significant holdings are currently being restructured and the Company is exploring strategic and financial alternatives available to the Company, including a possible liquidation or other
sale of its remaining assets, in addition to the Reverse Stock Split going-private transaction.

To the extent that the Company receives cash proceeds from any asset sales, the Preferred Stock will be entitled to mandatory redemption in a like amount, subject to certain limited exceptions, until all
Preferred Stock (having an aggregate liquidation preference of approximately $360MM as of June 30, 2003) has been redeemed.

Given the Companys business plan and capital structure, we have concluded that certain valuation methodologies  i.e., a comparison of the proposed valuation of the Companys common equity
in comparison to other publicly-traded companies or other precedent M&A transactions  are not meaningful and need not be utilized in evaluating the fairness of the Reverse Stock Split.

The principal valuation methodologies employed by Morgan Joseph in evaluating the fairness of the consideration to be received by holders of the Companys common stock for any fractional shares in the
Reverse Stock Split include the following:



A comparison of the amount by which the liquidation preference of the Preferred Stock exceeds the book value of the Companys assets less liabilities (i.e., its net asset value) as of June 30, 2003, on a
pro-forma basis to treat Cablecom on a discontinued operations basis.(Note that the Companys financial statements as of June 30, 2003, reflect the effect of the January 1, 2003
application of fresh-start accounting principles pursuant to which the carrying value of its assets were adjusted to an amount equal to their estimated fair value and the carrying value of its liabilities were adjusted to their present
value).

\

Morgan Joseph & Co. Inc. \NTL
Europe

20

\

Valuation AnalysisOverview



In addition, Morgan Joseph performed its own calculation of the estimated value of the assets and liabilities of the Company resulting in an estimate of the Companys net asset value in a range of
$52.8 MM to $92.2 MM. Our estimated valuation was not prepared in accordance with applicable accounting standards and therefore cannot be directly compared to the Companys pro-forma book value as of June 30, 2003, referred to above.

We also compared the amount by which the liquidation
preference of the Preferred Stock exceeds the Company's estimated net
asset value as estimated by Morgan Joseph.



A comparison of the market value of the Companys Preferred Stock to its liquidation preference as a measure to determine the extent to which the financial markets expect that the liquidation preference
will be satisfied in whole or in part.



A calculation of the enterprise value of the Company which is implied by the equity valuation implied by the Reverse Stock Split, and a comparison of such implied enterprise value to the Companys
annualized operating results for the six months ended June 30, 2003.



An analysis of the call option value of the common stock of the Company.

NTL Insurance is a captive insurance
vehicle that NTL set up for effecting self-insurance of certain telecom
equipment. The entity
has been liquidated. $845K has
been received and is reflected in the cash (the last portion of cash,
$56,301, was received in August).

NTL
LanBase

$1,482

$0

-

$0

Cabling company (VAR) that installs
phonelines / networks in offices. Value
reflects managements expectation for sale of the business.

Two
Way TV

$1,327

$1,000

-

$1,500

NTL Europe owns 38% of TWTV. In
addition, £2.5 to £3 mil of debt is owed to NTL Europe.

In connection with NTLs sale of NTL France,
part of Suez Lyonnaise's payment came in the form of a PIK 11/23/06 maturity 37.5 mil
subordinated note. Interest on
the deferred payment accrues quarterly at the 3-mth Euribor + 400bps
and is capitalized annually into
the balance due until the maturity date. As
of 10/31/02, the note plus accrued interest totaled 39.5
mil. Note will be paid off at due
date only if its senior debt needs/can be refinanced, which could eventually
happen, but not anytime soon . (a)

B2
Put Option

$350

$315

-

$315

Put option to sell the remaining interest
in B2 to B2 Partners, which was exercised in Q2 '03. Total
proceeds of $375K. $175K was received
in August, net of $60K of legal expenses. The
remaining $140K is expected by the end of the year.

Apollo has an option to purchase Cablecom
for $15 million. The consortium
of banks have voted on 8/31 to extend the deal execution
to 10/31, improving the chance that Apollo will exercise its option. Additional
expenses of $1.2 million contingent fee to be
paid to UBS and $225K to be paid to former CFO are already included in
Corporate Expenses for NTL Europe.

NTL
Asia

$794

$0

-

$0

Located in Malaysia and Thailand. Considering
a sale of business. Reduced staff
by 30 - 40%. Have enough cash there
to continue to run for 1 to 1.5
years, and will do so in the hopes of finding a buyer.

ITN
News Channel

$150

$249

-

$830

NTL Europe owns 35% of the venture.

Total Assets

($1,374,364)

$8,033

-

$39,842

Liabilities and Contingent Claims

Taxes
Payable

$1,000

$1,000

-

$1,000

Estimated income tax liability.

Guarantee
of PTVs obligations under PTVs JV agreement with the Rangers FC

$0

$5,810

-

$3,320

Funding agreement. Parc
Holdings has an obligation to provide the Rangers JV with a total of £6
million in funding. £2.5
mil has already been paid. Parc
Holdings may be liable for an additional shortfall of £3.5 mil. Assuming
obligation to be between £2 mil and £3.5 mil.(b)

The
Studio Channel

$0

$6,972

-

$0

Originally, Parc Holdings agreed to guarantee £4.2
mil in the event of termination. The
JV was shut down in Dec '02. Universal Studios
continued to operate until Jan/Feb. Shut
down costs totaled to £4.8 mil. Estimate
that liability could range from nothing to £4.2
mil. (b)

Morgan
Stanley Senior Funding

$0

$5,700

-

$0

$11.4 MM claim for unpaid fees related
to financing commitments, etc. on behalf of Old NTL (and certain of its
operating subsidiaries), which
Morgan Stanley is claiming to be obligations of Parc Holdings. Parc
Holdings rejects such claims for a number of
reasons. Claim pending before bankruptcy
court.

Morgan Joseph valuation
range is based on 6/30/03 financials or more recent information, wherever
available.

Summary Valuation Analysis(figures in thousands)

BookValue (£)
(as of 6-30-03)

BookValue ($)(a)
(as of 6-30-03)

Morgan
JosephValuation Range

Low

-

High

Comments

Assets

Total
Current
Assets

£11,831

$19,640

$5,107

-

$9,812

See separate schedule for details

Noncurrent
Assets

Football
League JV Escrow Acct

£5,747

$9,540

$9,540

-

$9,540

Cash of £5.75 mil held in
escrow account. Cannot be upstreamed.

Equity
in Football Club Joint Ventures

£3,996

$6,634

$0

-

$8,634

Morgan Joseph believes that the current
fair market value of the equity in these ventures is highly speculative. The current
book value represents the high end of potential value under aggressive
growth assumptions. See separate schedule
for details on a JV by JV basis.

Assets as well as liabilities
associated with Eurosport were wiped out by new contract where PTV will
get 3 payments of £500K for
consulting services.

Accrual
ERC live rights fee

£0

$0

$0

-

$0

Eurosport(UK) residual claim to
PTV backed by Classic Sports.

ERC
Production Costs

£157

$260

$260

-

$260

Eurosport(UK) residual claim to PTV backed
by Classic Sports.

Other creditors and accruals

£6,634

$11,012

$11,012

-

$11,012

Amounts due to various parties.

Intra-group receivable adjusted

£1,578

$2,619

$0

-

$0

Intra-group receivable owed by
Classic Sports to PTV.

Subtotal
- Amts Due to Creditors

£16,107

$26,738

$11,272

-

$11,272

PAYE & NI

£113

$188

$188

-

$188

UK payroll taxes. Assumed
at 100% of Book Value.

VAT
payable (Taxes on Corp Income)

£0

$0

$0

-

$0

Assumed at 100% of Book Value.

Deferred
revenue

£930

$1,543

$0

-

$0

Internet revenue deferred over 34 months
from 12-31-00, released on a straight line basis (i.e., 34 equal amounts).
As services paid for ends in 10/03,
it is most likely that contract will be fulfilled. Further,
this is an unsecured claim.

Contingent
Liabilities

Football
League JV Funding Corporation

$0

$13,988

-

$13,988

Amount listed includes segregated account
of £7.43 mil and an additional £1mil, set aside to cover
the shortfall as per the contract
if the company decides to terminate in December OR to pay the incremental
operating costs of websites for the rest
of the year. The segregated cash
cannot be brought up and will be gone if PTV shuts down, so management
feels it makes sense to continue
running the websites until the money runs out.

Morgan Joseph valuation
range is based on 6/30/03 financials or more recent information, wherever
available.

Summary Valuation Analysis(figures in thousands)

BookValue (£)
(as of 6-30-03)

BookValue ($)(a)
(as of 6-30-03)

Morgan
JosephValuation Range

Low

-

High

Comments

Current
Assets

Cash
- Unrestricted

£1,358

$2,254

$2,254

-

$2,254

Cash figure reported by third party valuation
only includes cash inPremium TV
Ltd., the main operating entity in PTV Holdings. The shell
entity PTV Holdings contains little else but cash, and accounts for
the cash difference between book value and the third party

VAT
Recoverable

£311

$516

$516

-

$516

VAT recoverable from UK Customs & Excise.

ESO
Receivable

£6,851

$11,373

$1,590

-

$2,067

Morgan Joseph valuation based on present
value of the new contract, where
PTV will receive 3 payments of £500K in exchange for consulting services. Old
receivables and payables as well as any rights
under the original Eurosport broadcast contract between PTV and
Eurosports have been wiped out by this renegotiated agreement.

Accounts
Receivable

£2,422

$4,020

$0

-

$4,020

Accounts receivable will not come in
if PTV is shut down.

Media
Rights

£0

$0

$0

-

$0

Value of exclusive contracts with Newcastle
and Aston Villa. Media rights
represent managements estimated current year receivable from
the Newcastle JV Co, through the subsidiary PTV Ventures.

Agency
Rights

£0

$0

$0

-

$0

Value of exclusive contracts with Rangers
and Leicester. Management assumes no proceeds for agency rights.

Prepayments

£289

$480

$0

-

$0

Cannot get back.

Note
Receivable

£500

$830

$664

-

$830

NTL Europe has approached the holder
of the Note to buy back the loan
for some amount of money.

Football
League Advances

£100

$166

$83

-

$125

Advances to the Football League that
is recoverable from future revenue
streams. Assumed at 50% to 75% of book value.

Morgan Joseph valuation
range is based on 6/30/03 financials or more recent information, wherever
available.

Summary Valuation Analysis(figures in thousands)

OriginalStake

BookValue (£)
(as of 6-30-03)

BookValue ($)(a)
(as of 6-30-03)

Morgan
JosephValuation Range

Low

-

High

Comments

UK
Football Clubs

Debt
Owed PTV by Joint Ventures

Rangers
FC (rangers.co.uk)

£1,737

$2,884

$2,884

-

$2,884

Leicester
City FC (lcfc.co.uk)

£372

$618

$618

-

$618

Middlesbrough
FC (mfc.co.uk)

£697

$1,157

$1,157

-

$1,157

Newcastle
Union FC (nufc.co.uk)

£1,045

$1,735

$1,735

-

$1,735

FLPTV

£0

$0

$0

-

$0

Subtotal
- Debt Owed PTV by JVs

£3,851

$6,693

-

$6,693

Joint
Venture Investments (Net Equity in JVs)

Morgan Joseph believes that the current
fair market value of the equity
in these ventures is highly speculative. The
current book value represents the
high end of potential value under aggressive growth
assumptions.

Rangers
FC

50.0%

£1,036

$1,720

$0

-

$1,720

Leicester
City FC

50.0%

£294

$487

$0

-

$487

Middlesbrough
FC

50.0%

£486

$807

$0

-

$807

Newcastle
Union FC

50.0%

£2,158

$3,582

$0

-

$3,582

FLPTV

50.0%

£23

$38

$0

-

$38

Subtotal
- Joine Venture Investments

£11,831

$6,634

$0

-

$6,634

Minority
Equity Investments
(Holdings in Clubs)

Rangers
Media Investments Ltd

15,000 preference shares

£0

$0

$0

-

$0

PTV owns £15 million of preference
shares in Rangers Media Investment
which, in turn, owns 50% of Ranger JV Co. which was
formed to exploit certain on-line rights of Rangers FC.

Middlesbrough
FC

5.59%

£638

$1,059

$1,059

-

$1,059

Middlesbrough FC is a going-concern and
has been valued by a third party
based on a multiple of revenues in comparison to other
publicly-traded football clubs in the UK.

Leicester
City FC

9.99%

£0

$0

$0

-

$0

Leicester City is in administration and
the shares held by PTV have been
cancelled.

Aston
Villa convertible loan

9.99%

£1,100

$1,826

$913

-

$1,370

Aston Villa FC is publicly-traded. Morgan
Joseph assumes 50%- 75% of third
party valuation because of discount for lack of marketability.

Subtotal
- Joint Venture Investments

£1,738

$2,285

$1,972

-

$2,429

(a) Assumes US / UK exchange
rate of $1.66

\

Morgan Joseph & Co. Inc. \NTL
Europe

27

\

Valuation AnalysisCall Option Value Analysis

Inputs Relating to the Underlying
Asset

Current Firm Value of NTL Europe (1)

$32,000,000

Industry average variance in firm
value

Annualized standard deviation in of the
asset

30.00%

Expected dividend yield

0.00%

(No cash outflow for the preferred
dividend)

Inputs Relating to the Option

Cumulated face value of preferred stock

$552,404,930

(includes accumulation of preferred
dividend)

Assumed duration of preferred stock (liquidation
event)

5

years

General Inputs

Riskless rate that corresponds to the
option lifetime

3.14%

Summary Inputs to the Black
Scholes Model

Stock Price

$32,000,000

T.Bond rate

3.14%

Strike Price

$552,404,930

Variance

0.090000

Expiration

5

years

Annualized dividend yield

0.00%

d1 =

-3.67698339

N(d1) =

0.000118036

d2 =

-4.347803783

N(d2) =

6.88062E-06

=> Value of common stock as a call
option

$528

Number of common shares outstanding

19,668,777

=> Value
per share

$0.000

(1) Assuming the current
asset value to be approximately the average of the mid point of Morgan
Joseph valuation range and the sum of the market capitalizations of
the Company's equity and preferred stock.

Sensitivity Analysis

Number of Years for Preferred Liquidation

1

2

3

4

5

Stddev of
FirmAssets

10.0%

$0.000

$0.000

$0.000

$0.000

$0.000

20.0%

$0.000

$0.000

$0.000

$0.000

$0.000

30.0%

$0.000

$0.000

$0.000

$0.000

$0.000

40.0%

$0.000

$0.000

$0.000

$0.001

$0.002

50.0%

$0.000

$0.000

$0.002

$0.007

$0.016

\

Morgan Joseph & Co. Inc. \NTL
Europe

28

\

Valuation AnalysisTax Attributes

We have been informed by NTL Europes tax counsel that the Company may recognize very significant capital losses on its 2003 tax return and that some or all of such capital losses may be available to be
offset against any capital gains which NTL Europe may recognize in future years.

However, the Companys financial projections indicate that it has little or no ability in the ordinary course of business to utilize such capital loss carryforwards for the following reasons:



NTL Europe does not currently have any significant capital assets with built-in gains (i.e., whose fair market values are in excess of their tax basis) that it could sell in order to generate
capital gains and thereby utilize the capital loss carryforwards;



At the present time, there is no capital available to the Company to enable the Company to take advantage of the tax basis nor is it anticipated that there will be any capital available in the
future to do so; and



Sections 351 and 384 of the Internal Revenue Code may prevent the Company from acquiring capital assets with built-in gains and then using its capital loss carryforwards to shelter the capital gains
that would otherwise be incurred on the sale of such acquired assets.

Sec. 382 of the Internal Revenue Code limits the ability of companies to fully utilize loss carryforwards subsequent to certain defined ownership changes. As a general rule, the amount of loss
carryforwards which a company can utilize in any one year following a defined ownership change is limited to an amount equal to the equity value of the company times the long-term bond rate.



If NTL Europe were to be sold to another company that was able to utilize its capital loss carryforwards, subject to the limitations of Sec. 382 of the Internal Revenue Code, the maximum theoretical
value of NTL Europes capital loss carryforwards is estimated by Morgan Joseph to be less than $5MM, primarily due to the low value of NTL Europe's equity.

Based on the above considerations, we believe that no significant economic value should be attributed to NTL Europes capital loss carryforwards or other tax attributes.

\

Morgan Joseph & Co. Inc. \NTL
Europe

29

\

/

Appendices

\

Morgan Joseph & Co. Inc. \NTL
Europe

30

\

A. Form of Fairness Opinion Letter

September 30, 2003

The Special Committee of the Board of Directors
NTL Europe, Inc.37 Purchase Street
Rye, NY 10580

Gentleman:

We understand that NTL Europe, Inc. (the Company) has proposed a reverse stock split of its common stock, par value $0.01 per share (the Common Stock), pursuant to which each common stockholder
will receive one share of new common stock for every 50,000 shares of Common Stock that they own plus cash in lieu of any fractional shares at a rate of $0.01 per share of Common Stock on a pre-split basis (the Proposed Transaction). The terms and
conditions of the Proposed Transaction are set forth in more detail in a draft of the proxy statement dated September 29, 2003. The Proposed Transaction is subject to approval by the holders of the Companys Common Stock, as well as a certain
waiver by holders of the Companys 10% Fixed Redeemable Preferred Stock, Series A (the Preferred Stock).

You have requested our opinion as investment bankers
as to the fairness, from a financial point of view, to the holders of the Common
Stock of the Company of the consideration to be received for any fractional shares
in the Proposed Transaction. In conducting our analysis and arriving at our
opinion as expressed herein, we have reviewed and analyzed, among other things,
the following:

i. a draft of the proxy statement dated September
29, 2003;

ii.
the
Companys Form 10-K for the period ended December 31, 2002, its Forms 10-Q
for the periods ended March 31, 2003 and June 30, 2003 and its Form 8-K filed
on September 15, 2003;

\

Morgan Joseph & Co. Inc. \NTL
Europe

31

\

Form of Fairness Opinion Letter (contd)

iii. certain financial and other information of the Company that was publicly available or provided to us by the Company;

iv. the reported prices and trading activity for the Companys Common Stock and Preferred
Stock; and

v. certain internal information and other data relating to the Company, its business and prospects, including certain financial projections and estimates, provided to us by management of the Company.

We have also met with certain officers and employees of the Company concerning its business, operations, assets, present condition and prospects and undertook such other studies, analyses and investigations as we
deemed appropriate.

In arriving at our opinion, we have, with your permission, assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such
information, nor do we assume any responsibility to do so. We have assumed that the Companys financial projections and estimates provided to or reviewed by us have been reasonably prepared based on the best current estimates and judgment of the
Companys management as to the future financial condition and results of operations of the Company. We have made no independent investigation of any legal, accounting or tax matters affecting the Company, and have assumed the correctness of all
legal, accounting and tax advice given the Company and its Board of Directors or any committee thereof. We have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent
evaluation or appraisal of such properties and facilities. We have not been authorized by the Company to solicit alternatives to the Proposed Transaction. We have also taken into account our assessment of general economic, market and financial
conditions and our experience in similar transactions, as well as our experience in securities valuation in general. Our opinion necessarily is based upon economic, financial, political, regulatory and other conditions as they exist and can be
evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof. This letter and the opinion expressed herein are for the use of the Special Committee of
the Board of Directors (the Special Committee) and the Board of Directors of the Company. This opinion does not address the Companys underlying business decision to approve the Proposed Transaction, and it does not constitute a
recommendation to the Company, its Board of Directors, the Special Committee, its shareholders, or any other person as to any specific action that should be taken in connection with the Proposed Transaction.

\

Morgan Joseph & Co. Inc. \NTL
Europe

32

\

Form of Fairness Opinion Letter (contd)

This opinion may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent, except the Company may include this opinion in its entirety
in any proxy statement or information statement relating to the transaction sent to the Companys shareholders; provided that any description or reference to Morgan Joseph & Co. Inc. or this opinion included in such proxy statement or
information statement shall be in form and substance reasonably acceptable to us.

We have acted as financial advisor to the Special Committee in connection with the Proposed Transaction and will receive a customary fee for our services. In addition, the Company has agreed to indemnify us for certain
liabilities arising out of our engagement. Morgan Joseph & Co. Inc., as part of its investment banking business, is regularly engaged in the valuation of businesses in connection with mergers, acquisitions, underwritings, private placements of
listed and unlisted securities, financial restructurings and other financial services. As you are aware, Mr. H. Sean Mathis, a director of the Company, is also affiliated with Morgan Joseph & Co. Inc.

Based upon and subject to the foregoing and such other factors as we deem relevant, it is our opinion as investment bankers that, as of the date hereof, the consideration to be received for any fractional shares by the
holders of the Common Stock in the Proposed Transaction is fair, from a financial point of view, to such holders.

Premium TV Holdings Corp.
(PTV Holdings) is a US holding company for entities related to sports TV and internet content business

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Many
of these investments now have little or no economic value

Premium TV Ltd. (PTV) is the principal
operating subsidiary of PTV Holdings and the entity through which most
of its investments and joint ventures were made. The principal PTV businesses
are summarized
below.

Web Hosting
Joint Ventures

PTV entered into a 50/50 joint venture with the Football League (12/00) to provide web hosting for approximately 75 UK football clubs (representing the tier two of football clubs in the
UK).

PTVs internet sites provide team fans with up-to-date statistics, exclusive pre- & post-game interviews with players & coaches, an archive of video clips of game highlights & best plays,
access to club internet merchandise shops, and opportunities to exchange views with other fans.

PTV provided all of the initial funding for its joint ventures except the Newcastle joint venture, which was jointly funded by PTV and Newcastle.

PTVs joint venture agreement with the Glasgow Rangers included a commitment to provide web hosting services and to fund up to £6MM of loans to the joint venture, which is guaranteed by Parc
Holdings.

PTVs revenue streams related
to its internet business are comprised of subscription revenue for its
broadband service, advertising & sponsorship revenue, e-commerce
revenue, betting revenue, and other revenue.

PTV has a current cash burn rate
of approximately £5.5MM per year. As part of these agreements,
PTV has set aside an escrow account (aggregate balance of £5.75MM
as of
6/30/03).



Management conservatively
estimates that PTV will need an additional £1.0MM to stay in compliance
of the funding obligation.

In addition, PTV also made equity
or equity related investments in four of the five above mentioned clubs
(apart from Newcastle United) that ranges from 6% - 10% equity interests.

Management believes that PTV has
realized unsatisfactory returns on its investments in these joint ventures.
The prime reasons for this are the absence of sizable revenue streams
as originally envisioned and the uneconomic revenue and cost split to
PTV.

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Morgan Joseph & Co. Inc. \NTL
Europe

37

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Description of Subsidiaries under Parc HoldingsCablecom and NTL Asia

Cablecom

Cablecom is Switzerlands largest cable operator with approximately 54% of the Swiss cable television market as of December 31, 2002.

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For the six months ended June 30, 2003, Cablecom had revenues and EBITDA of $229.2MM and $79.5MM, respectively.

As per Swiss law, Cablecom has been overindebted beginning in the end of 2001, and accordingly, may be required to file for insolvency proceedings in Switzerland.

Cablecom and its lenders have been involved in ongoing discussions regarding a complete financial restructuring of Cablecom which will, among other things, wipe out 100% of NTL Europes equity
interest in Cablecom.

NTL Europes 100% equity interest in Cablecom currently has almost no fundamental value given the amount of debt and the minimal free cash flow.

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As of June 30, 2003, Cablecom had $2.80BN of bank debt, representing 35.2x its annualized EBITDA for the six months ended June 30, 2003.

The Company has sold a call option to an affiliate of Apollo Management pursuant to which Apollo has the option to purchase NTL Europes equity interest in Cablecom for $15MM.

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The Companys management expects Apollo to exercise such option in the next 45 days; however, there are no assurances of it doing so.

NTL Asia

NTL Asia, together with New NTLs branch office in Singapore, was setup to offer, design and build consultancy & system integration services to broadcasters in Malaysia and Thailand.

The Company has reduced staff by 30 - 40%. The Company is currently in the process of winding down NTL Asia and looking for a buyer.

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Morgan Joseph & Co. Inc. \NTL
Europe

38

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Description of Subsidiaries under NTL EuropeTwo Way TV and NTL LanBase

Two
Way TV

Two Way TV (TWTV) is
the UK market leader in interactive and enhanced television.

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Enhanced
television allows viewers to participate in popular games, sporting events
and reality television programs.